Captain America Overlord
by SoldierofFortuneWriter
Summary: Takes place on D-Day and immediately after, been told it is a good story i have made some tweaks to it after i deleted it. I do not own Captain America, Marvel Comics does,  T for violence enjoy and reviews are welcome.
1. Chapter 1

This is a fan fic i based off of my favorite comic book i have read since i was a kid. It is how i see the first meeting of Captain America and the Red skull before he was disfigured. I do no own any of the characters and it is all property of Marvel and thos guys.

**Captain America Fanfic**

**Overlord**

Date 11:00 pm June 5, 1944

location:Over the english channel in a C-47 with elements of the 101st airborne pathfinders

The rumbling of the of the props on the planes drowned out all conversation as the 12 or so men prepared for what many would later say be a date with destiny. However, one man's mission was different from the others. Who sat in the back of the plane looking down at the floor breathing softly as the other men on the plane joked, vomited and slept awaiting whatever the fates would have. He wore no eagle on his shoulder of his jumpsuit and his face was obscured by a mask but all the men knew of him and his mission. The men knew him as Captain America, but few knew his real name was Steve Rogers. It had been 3 years since he entered the Rebirth Chamber and came out a differenet man. Before he was a scrawny art student from New Yourk City who could not even be accepted to join the army like many around him. After he came out of the chamber he was different ,gone was the weak kid who went in out came a man strong and ready to defend his country and his beliefs from those who would threaten both. As he looked down the floor of the plane waiting for the signal to make ready for his jump. He thought back to those precious moments after he exited the chamber. As the brass looked him over as doctor reinstein began the examination to confirm the results, then he saw the gun heard the pops and saw him fall. That was when he knew he destiny, to protect all who live free and stop those who would be tyrants. To be a shield to protect the innocent and when need be a Sword to slay the guilty. As he grabbed the gun from the assasin and through him against a wall. He realized his world would forever be changed. The Sargeant Screaming woke him from his revere."Captain,5 minutes to your drop zone."Captain America looked up and gave a thumbs up and slowly began to make his way to the door. As he passed by each paratrooper they gave him a thumbs up and a smile, a few gave him a handshake which he returned and settled to the side of the door. Him mind then turned to what his mission was. The destruction of a secret weapons labatory outside of Carentan, France.

As he mentally went over the mission the Flak began to come up from the Normandy coast. At first it sounded like pops then he felt the plane shake. The paratroopers all began to look out the windows at the scene of war around them, some began to get ready for their mission ahead The sargeant, came up and headed for the door. He touched Captain America on the shoulder and Cap stood up and hooked his parachute line to the rod that ran along the length of the plane. The door opened and the scene was one of night and fire. plumes of tracer fire and esplosion lit both the sky and the ground as Anti-Air Guns lit up the night. Off in the distances planes mowed through the wall of death but not all made it, One fell to the ground it's Engine on fire. Above the right of the door a red light lit up and the Sargeant screamed to Cap to make Ready. Cap got in the door and stood ready and waiting for the green light. After 3 minutes the Green Light lit and the Sargeant Said GO!. Captain America jumped out of the plane and looked up. He was greateful the Parachute had deployed properly and that slowly made he was to the earth. Below him his legbag, containing his shield and maps and equipment dangled below him. He eventually hit the ground and rolled. When he stood up he was in a meadow with the north side protected by fensing and a road and the others sides surrounded by trees. He released the clamps to his shoot and striped off his jump suit and pulled off his helmet. Beneath his suit was the red blue and white costume he had trained in for nearly 3 years under the teachings of the Taskmaster and Nick Fury. Slowly, he collected his leg bag and headed for a nearby stand of trees on the east side of the meadow. He knelt down and unhooked and unrolled his legbag. He put the shield on his shoulders and collected the items he would need for the mission and put them in his belt. He picked up and looked at the map. As he began to get his barnings he realized he was not in the right Drop Zone. none of the terrain matched what was near the mission objective. He looked at the compass and headed for the road and proceeded to the north.

After the road he entered a forrest and slowly made his way to the north. He looked at his watch and hoped he was close enough to the area to make it and compete the objective before the landings began. As he made he was through he encounters a German AA team on a AA equipped halftrack fireing away at the sky. He saw four on the half-track itself and assumed another 6 for security. He veered away from them and headed more easterly for a hour before returning northerly. He eventually came to a Sign that read Carentan 5 kilometers. He looked at his map and realized he was droped 3 miles from his Drop Zone. Just south and east of St Marie Du mont. He more briskly heded to the objective a small farmhouse on the outskirts of Carentan. After about another thrity minutes of slow going he reached the wood to the east of the objective. He headed through the woods to the east of the house and peered through the brush. Germans we posted everywhere. Several flashes from an AA battery came from the roof a the big farmhouse and sentries patroled along the grounds. Several mean man machine guns at several points along the perimeter and trucks rolled along the road the sat beside the house heading for Carentan.

He checked his watch and saw he had thrity minutes before the main Airborne force began to come in and secure its objectives. He noticed a two man sentry team coming close to his location he ducked down behind some brush and let the walk by. They entered the forest and he jumped up and kicked thr right one back as the other one began to raise and mp 40 towards him he grabbed the other's hand bending it back and breaking it knocking the gun from him. He then twisted the german around and ramed his head into a nearby tree knocking him out. The other german had gotten up and was about to yell an alarm when cap covered his mouth and pounched him knocking him out. He then drug the two germans to the interior of the forest and used their shoelaces to tie both men to a tree. He then ran to the otherside of a wall followed the wall to a door which led to the inside of front lawn of the farm house. He looked through and saw the germans he had seen earlier from the forrest and proceed to the otherside of the door and continued along to a low wall that covered the back yard of the farm house. He crouched below the wall and peeked over. The back yard had been turned a series of trenches and Machnine gun nests all oriented to protect the farm house. He saw approxmately 20 germans in different areas of the trenches and another 8 in the four MG nest that the trenches connected to. He crocuhed and moved along the low wall until he came close enought to one of the trenches to jump over into it. He peeked over the wall and jumped. He landed on a german in the trench knocking him out and began to move toward the farm house. as he was sneaking aorund a corner. A german saw him and shouting alarm began to fire his MP-40 at him. Captain America used his shield and advanced to the german as more bullets from above the trench began to fall near him. When he got close to the german shoulder he hit with the shield and pulled a pin from one of the german's smoke grenades on his chest as he lay on the ground. Then Cap kicked him knocking the wind out of him as he ran to the Farm house. The Grenade poped and began belching smoke from the knocked out soldier as he ran for the back door of the farm house. Bullets bounced of the ground arround him as he saw the doorway before him. A german opened the door and was about to shhot when cap Jumped and with the shield before him hit the german in the doorway and rolled off of him into the house and closed the door jamming it with a chair to buy him some time. He then headed to the basement door and kicked it down the stairs knocking two german guards off their feet and down the stairs. He then jumped down the stairs and kicked both knocking them out. He then looked around the basement until he came to the big wine container in the corner of the room. He turned the spiget at the bottom of the container and heard three clicks as the locks holding up the secret stairway unhooked and a section of wall gave way and revealed a secret coridor built under the house proper. He entered the door and jammed the locking mechanism after the door shut to keep the germans troops topside from entering. He then headed down the coridor to the end and peeked through the door.

Inside, was a room that looked more like a hanger than a room with a rail track headined up an incline leading down the other end of the room to what could only be a concealed door. There were 5scientists below working on a device on the track. the device had wings with a cylindrical body and three mini rocket pods in the back. On the level Cap was on was 10 german soldiers with STG 44's all bearing the wolf mark on thire shoulders. The men were on a walkway above the lower level that leads to another doorway and a stairwell that leads to the lower level. "Well looks like OSS was right and the werewolves do have a secret v-1 rocket launch facility here" Cap whispered. He looked down at the watch and saw he only had ten minutes before the airborne arrived. He kicked the door open and through the shield at the soldiers. He knocked two down to the level below, and missed a thrid before his shield returned. The 8 remaining soldiers began firing at him. Cap jumped down and through his shield at the 4 of the right side wires that held the walkway. All four wires broke and the walkway pinwheel causing all of the eight soldiers to fall and losing their weapons. Cap landed to the right of the v-1 rocket and hit one of the scientist down before his shield returned to him. Cap used his shield to block some weapons fire from some of the scientists as he retrieved a block of explosives from his belt, and placed it on the side of the rocket. The 8 soldiers had rcovered their guns and begun firing at him as the scientists headed for the far door on the upper level. He headed for the soldiers and using a combinations of Shield Throws, and hand to hand techniques knocked them all out. He then returned to the explosives he places and turned the top of the detonator activated the chemical timers for ten minutes. He then headed for the far door and stepped to the side of it before going through it. As the door opened bullets came through peppering the door and pinging off of the underground hanger. He then enters, shield first and proceeded down the corridor. There were 1 scientist and 1 soldier covering the corridor. As Cap ran they reloaded their weapons, cap came upon the soldier first and grabbed the STG 44 yanking it out of his hands he then threw the soldier into the scientist, knocking both down and causing the scientist to drop the gun. The soldier was the first to get up and throw a punch a Cap, Cap blocked it with his shield and returned the favor with a punch to the soldier stomach and a kick to the groin knocking the soldier out. As he looked down the corridor, the scientist had begun running to the end. Cap Threw his shield at the scientist hitting him in the back knocking him down. After getting his shield back he headed for the end of the corridor. He opened the door slightly and entered the room.

The Scientists had barracaded themselves behind a console and began firing. Cap blocked the bullets with his shield and jumped the console. The first scientist he reached, he grabbed the arm of wrenching it back until he dropped the pistol then throwing him against the wall. The second scientist he punched in the gut and as the scientist bent down to grab his stomach cap through aginst the final scientist knocking both back. The final scientist got up and threw a punch at cap. Cap dodged the punch, grabbing the arm and punched him in the face knocking him out. Cap then headed back to the hanger and headed to the concealed door at the end. He got out the explosives from his belt and attached them to the door and turned the timer for 30 seconds and ran back to the device. The Doors exploded opening a hole to the outside into the front lawn of the farm house. As he exited the door. Two Machine gun Nexts opened up on him and several soldiers fired on him from the house. He ducked behind his shield as he backed away. He got to the door he had crossed earlier and ran through it to the forrest. As he left the cover of the wall bullets bounced around him. He entered the forrest and hid behind some tress and watched as the explosives he placed on the rocket earlier ignited. The rockets exploded out of the hole he had created in the hanger, that ignited the rocket fuel whcih exploded with powerful force destorying the house and the soldiers and bending the trees back as it did. Cap then looked to and across the horizon saw paratroopers begin to fall and deploy their shutes. He then began heading for the nearest drop zone to begin the fight again.


	2. Chapter 2

**Chapter 2**

Time:D+7(June 13, 1944)

Location:A underground rail station outside of Bertchasgarden, Germany

The train came to a stop as the turnstile turned the rain to an orientation of the correct track. the clanking gears drowned out the lone figure jumping from the awaiting train to some crates that lay to the right of the turnstile. Slowly The figure known as Captain America crept along beneath the view of the Controller and headed out of the rail station. The air was cold as he exited the secret entrance in the mountain. He reached into his belt and pulled out the map. He was heading into the lion's Den as the OSS commander of this mission told him. He was in Bertchasgarden, home of the Third Reich. He pulled the map out and scanned over it. His misson, the Secret luftwaffe research facilty was 3 miles from the station to the north. He slowly put the map back in the belt and headed north through some woods. As he headed into the woods he took in the enviroment. He listened for snaps, pops or anything that could indicate patrols. He looked through the darkness for hidden foxholes or pill boxes. After about 40 minutes of leap frogging from tree to tree. He came to the clearing where the British SAS intel had indicated the airbase was. In the middle of the clearing stood a rocket, what the german POW's had said was a v-2, to the right of the rocket was a wood covered control center that glowed from the panels. the area was surrounded by 8 Machine gun Nests, four on each side and toward the rear of each nest was a two man mortor team awaiting to target any who tread apon this secret site.

As Cap stood in some brush, looking for a way in an officer's car pulled up. Out came a man wearing the nazi uniform, but whose face was covered by a mask with a red skull on it. The man walked to the control center and entered it just as another larger fuel truck pulled up. and hooked it's line to the side of the rocket. Cap slowly crept to his left and began hooking his way around to the road the fuel truck came down. he reached a fence that protected the road and transfered the shield from his back to his arm and cut the barbed wire. He crossed the road and did the same to the other side of the road and proceed to the trees to the rear of the launch area. He eventually came to what he was looking for, an underground trench the led to the underneath of the rocket and was used as a way for the fire of the Rocket to be expelled during launch. The trench opening was covered with a fence which was easily removed with his shield and he slowly crept through. The trench was dark with no lights and his footsteps echoed fron the crunch of the hard packed ground that covered the floor of the tunnel. As he neared the end, he saw the moonlight beaming down from the shaft that led to the rocket motor of the V-2. As he began to prepare to assend the shaft a grenade fell down the shaft. Cap dove back into the tunnel and the Potato masher grenade exploded. The ringing in his ears, stopped after a few seconds and he got up using his shield as cover waited for the bullets to come down the shaft, none came. As he began to run back to the entrance of the tunnel a hissing sound caught his ear. On the sides of the tunnel tubes began expelling a gas. He was getting tired, he began to run to the entrance of the Tunnel. It was blocked, Cap fell and darkness claimed him.

Captain America awoke in a medical bay his legs and arms tied to to the sides of an operating table. He at first didn't remember what had happened then as his head cleared he remembered it all, the OSS mission, the tunnel, the gas all came rushing back to him. He struggled to get free but the chain restraints where to much for him to break. Suddenly, a voice emerged from the darkness of the room."Hello, my adversary, it so nice to finally meet you face to face." Slowly at the foot of the table the man in the skull mask appeared from the darkness of the room, slowly walking around the table with both hands behind his back like a predator examining his prey."Your intellegence services call me the red skull."Cap then raised he head up and spoke strongly."I know who you are Red Skull, you are head of the german werewolves, Hitler's guerrilla organization. What do you want skull, i have work to do making sure you and your friends dont threaten Freedom any longer. Ahh yes, the tommy mentality of being the freedom's only hope. However, are you really free Tommy. Why do you fight so hard,hmmm. What will happen after all the fighting is done and my, what is you call us ,ahh yes happens when all of my jerry friends are captured what then captain. You go back to nothing a small house in a small town with few real freedoms. I can offer you more Captain America. Join me, and i can make yo the greatest solider in the history of the world. Your name will be spoken in line with Alexander the great, Julius Ceasar, and Gangus Khan."

Captain America looked at the red skull and spoke."Now, i know you are crazy i would never join Hitler."Suddenly The skull bent over and was nose to nose with Captain America."HITLER, YOU THINK THIS IS ABOUT HITLER AND HIS PRECIOUS THIRD REICH."The skull raised up and began walking behind captain america and remerging on the right side."Hitler, is a fool. He should have stayed fighting the british and the americans, instead of trying to fight the world. He should have seen your invasion and ordered it stopped. No, this is not of hitler this is of the world Tommy. Hitler has had his time and soon he will see his end whether it is on the battlefield, or hiden away. He will die, soon and with his death i will ascend to the leadership of the german people. Under my leadership, the german people will be unstoppable. They will roll over the armies of the world like a tidal wave. Then true peace, will be achieved no more hatred, no more fear, no more free thought will reign and the world will enter an era of peace the likes of which has never seen mean your peace, a tryanny dont you herr skull?"Captain America spoke as he silently struggled against his restraints. "Herr Hitler has taught me much Captain."The Red skull spoke."He has taught me that there one constant in the universe is power. It is not money, or love, or even your precious freedoms you say you fight for. It is power, the abilty to make men and women who at heart are not evil do evil things. It is power that makes these same women and men believe these evil things are being done in the name of the state and the state is doing it for them not for itself. This is the one constant in the universe, and i plan on embracing this but with your help i could be once step closer to this constant, so I ask you join us join the werewolves and be a part of the next era, The era of peace and be the greatest soldier of all time."

Captain America rose his head up off the table and spoke." No, I will never join you or be part of your so called next era, NEVER DO YOU HEAR ME SKULL!"The Red Skull then spoke to him."Alas, your cooporation in not required but would have made things easier, however we can do things my way. Doctor, prepare him for the operation, We will operate in the morning. I want tissue, and blood samples and tell the lab to prepare for the analysis and to make sure to have the first test subjects ready for injection as soon as we identify the formula."Slowly the Red skull walked to the foot of the table and spoke to Steve."You should be honored Captain, soon your blood will give rise to a new army an army that no country can deny is the superior army and one that will reign in the new era, the era of the Red skull at its head. Dr Reinstein was a fool and died a fools death for his betrayal but his greatest success will not only be used to creat an new army but a new race of superhumans who will call me leader. Soon Captain America, you will not be the only Super Solider but the first of many, it is a shame you will not survive to see the have made your choice now live with it with what time you have left." Slowly the Red skull began to retreat back into the darkened room. Then Steve felt a pinch in his neck and darkness collected him.

Steve awoke with a shock, the room he had been in earlier was bathed in red light. The straps that had held him down were mostly intact except for the right arm strap which had been broked. Then through the building he heard explosions and the whine of bombers and realized the facility was under bomber attack. Using his free arm he freed his other limbs and began to walk stealthly through the room until he came to the door at the foot of the table he was on. When he made it to the door he peeked through and saw a long corridor down which was multiple doors but no guards. He proceeded down the corridor when he noticed that the hum of the Bombers had gone. He realized the bombing raid was over and he needed to hurry out of the facility before the guards returned from the alert stations. He slowly made he was in the first door and came to a supply room. He grabbed the explosive and the timing fuse and place the explosive in the thick of some other explosivice inserted the timeing fuse and pulled. He then ran outside to the corridor and entered the another door and came into a intellegence room with a map table dominating the room and his shield, maps and equipment off in the corner on a smaller table. He grabbed then all and proceeded ot a door on the far wall. He then came to an elevator and saw it was coming down to his level with three soldiers on it. He hid behind the elevator and waited for it to lower. two of the Soldiers left but a third stayed behind to guard the elevator. Steve circled the elevator car and whistled. The Soldier turned toward him and Steve used his shield as a battering ram and knocked the soldier of his feet and knocked the STG 44 to the ground. the soldier got up and through three punches at him but Cap dodged the first two and grabeed the third one and flipped the soldier on his back. The soldier got up and before he could throw another one steve kicked him and punched him until he was knocked out. He then got on the elevator and proceeded up to the ground level. He reached the ground level and with his shield at the ready exited the elevator and opened the steel door that led to an underground basement of a villa. He slowly worked his way up the creaky stairs and peeked through the door. It exited into a kitchen with 8 soldiers eating at a long table. Then he felt a rimble beneath his feet and knew the Explosives had gone off. He burst through the door and ran for a window and jumped through and ran. Several Mg gunners took aim at him but where no prepared for a runner from the villa and missed by inches then the explosion reached the villa and the house explosed like a roman candle. The shockwave knocked steve back and as he blacked out he thought he had died. He awoke several minuted laters on his side with his shield embedded in a tree. A pain rose from his side and he coughed. He then said" I am hurting so i must still be alive." He then heard the rumble of truck engines headed into the woods and crouched down behind some brush. The trucked pulled up into the yard of what remained of the villa. The Red skull emptied out and began speaking in german. When one of the survivors from the villa crawled to him, the skull pulled out his pistol and killed him. It was then that Captain America swore he would stop the Red Skull and put and end to him. Cap then crept back into the wood for his several long days trek back to allied lines.

Telegraph from Werewolves command to Hitler bunker(7 days Later)

_Sir, operation to extract project 616 from target unsucessful, bombing raid and escape of subject destroyed facility. To ensure protection of other projects all scientists and guards have been liquidated. Subject reported to made contact with elements of 82 airborne in holland and first reports have him aiding elements of British 3rd aromored near nimegan bridge in holland. Werewolves report of subject 1 day old. Suggest we begin the activation of the armakopf. Site for weapon has been selected, and special materials from norway have made it to secret site unmolested today. Scientists and guards are ready to begin building and i will personally oversee the production. Request permission, await reply at werewolves HQ-Transmission ends_

Telegraph from Hitler bunker to Werewolves HQ(one day after Werewolves telegraph)

_There has been an attempt on my life, you have permission to proceed with the armakopf, should i die your orders are to use the weapon and continue my dream, may your project succeed my apprentice-Transmission ends_

The Red Skull leaned back into his chair as he finished reading the reply from Berlin. He walked over to the window and looked out into the austrian countryside and smiled."Hitler you fool, you have just giving me the power to ensure my rise as leadrer of all the world."Red skull then walked out into the hallway of the home he was at and motioned for a messenger. Several moments later a messenger and a guard entered the room." Messenger you are to go to berlin and relay a message to professor Arnim Zola. The message is as follows Armakof is approved. The guard will then bring you and him to a site he will tell you. Guard your mission is to ensure the arrival of zola. If the messenger is to be captured you are to kill him and deliver the message yourself. Once the message is delivered messenger you and the guard will ensure zola reaches his destination is that clear?" Both of the young men nodded and the Red skull waved them off to their mission. Then the red skull looked at the austrian countryside once more and smiled"Hitler, your thousand year reich was a fools errand but from the ashes of a fool shall rise a new order. Once the weapon is completed then no one, not even Captain America can stand in my way. You will be nothing more than a footnote in history but i will be the one writing history and the next chapter starts soon."The red skull then left the house he was staying at and got on a train that would take him to a new future.


End file.
